SPS Commerce Files 8-K: Director Changes, Officer Appointments

TL;DR

SPS Commerce (SPSC) filed an 8-K detailing director departures, new elections, and officer appointments.

AI Summary

SPS Commerce, Inc. filed an 8-K on May 16, 2024, reporting several key events. These include the departure of a director, the election of new directors, the appointment of certain officers, and updates to compensatory arrangements. The filing also covers amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and officer appointments can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns corporate governance and administrative changes, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• SPS Commerce, Inc. (company) — Registrant
• May 16, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share SPSC The Nasdaq Stock Market

Filing Documents

• spsc-20240516.htm (8-K) — 65KB
• exhibit31.htm (EX-3.1) — 34KB
• exhibit101.htm (EX-10.1) — 59KB
• exhibit102.htm (EX-10.2) — 16KB
• 0001092699-24-000050.txt ( ) — 329KB
• spsc-20240516.xsd (EX-101.SCH) — 2KB
• spsc-20240516_lab.xml (EX-101.LAB) — 23KB
• spsc-20240516_pre.xml (EX-101.PRE) — 13KB
• spsc-20240516_htm.xml (XML) — 3KB

03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. As reported below in Item 5.07, on May 16, 2024, the stockholders of the Company approved an amendment to the Company's Ninth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to allow for exculpation of officers, as permitted by Delaware Law (the "Amendment"). The Amendment, which was included as Item 4 in the Company's proxy statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission, became effective on May 16, 2024 upon filing of a Certificate of Amendment to the Certificate of Incorporation ("Certificate of Amendment") with the Secretary of State of the State of Delaware. A copy of the Company's Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 16, 2024, the Company held its 2024 Annual Meeting of Stockholders and the Company's stockholders voted on the following matters: 1. Election of Directors The following nominees were elected to serve as directors for a term that will last until the Company's 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The voting with respect to the election of directors was as follows: Nominee Votes For Votes Against Abstain Broker Non-Votes Chad Collins 34,047,800 238,521 32,151 1,049,044 James Ramsey 32,663,535 1,622,490 32,447 1,049,044 Marty Reaume 32,881,892 1,404,241 32,339 1,049,044 Tami Reller 34,082,110 204,041 32,321 1,049,044 Philip Soran 33,216,447 1,069,458 32,567 1,049,044 Anne Sempowski Ward 32,706,926 1,577,711 33,835 1,049,044 Sven Wehrwein 32,072,702 2,213,276 32,494 1,049,044 2. Ratification of the Selection of KPMG LLP as Independent Auditor for the Year Ending 2024 The Company's stockholders ratified the appointment of KPMG LLP to serve as the independent auditor for the year ending December 31, 2024 by voting as follows: Votes For Votes Against Abstain Broker Non-Votes 33,461,859 1,891,680 13,977 — 3. Advisory Approval of the Compensation of Named Executive Officers The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers by voting as follows: Votes For Votes Against Abstain Broker Non-Votes 32,966,036 1,335,629 16,807 1,049,044 4. Approval of an Amendment to the Ninth Amended and Restated Certificate of Incorporation of SPS Commerce, Inc. to allow for exculpation of officers as permitted by Delaware Law The Company's stockholders approved the proposal to amend the Company's Ninth Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware Law by voting as follows: Votes For Votes Against Abstain Bro

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 3.1 Tenth Amended and Restated Certificate of Incorporation 10.1 SPS Commerce, Inc. Executive Management Team Severance Plan 10.2 Agreement to Terminate Amended and Restated Executive Severance and Change in Control Agreement, effective as of May 16, 2024, by and between SPS Commerce, Inc. and Kimberly Nelson 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPS COMMERCE, INC. Date: May 16, 2024 By: /s/ KIMBERLY NELSON Kimberly Nelson Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR